SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
                                   -----------

(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                                   For the quarterly period ended March 31, 2002

[_]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                For the transition period from ______________ to _______________

                                                Commission file number 333-41092

                                  Mirenco, Inc.
        (Exact name of small business issuer as specified in its charter)

             Iowa                                                39-1878581
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

               206 May Street, P.O. Box 343, Radcliffe, Iowa 50230
                    (Address of principal executive offices)

                                 (515) 899-2164
                           (Issuer's telephone number)

________________________________________________________________________________
   (Former name, former address and former fiscal year, if changed since last
                                    report)


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                -------------------------------------------------
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS
                   -------------------------------------------

Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ] Not applicable


                      APPLICABLE ONLY TO CORPORATE ISSUERS
                      ------------------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 13,274,687 shares of no par value
common stock as of March 31, 2002.

    Transitional Small Business Disclosure Format (Check one): Yes [X] No [_]

                                       1



Cautionary Statement on Forward-Looking Statements.

    The discussion in this Report on Form 10-QSB, including the discussion in
    Item 2 of PART I contains forward-looking statements that have been made
    pursuant to the provisions of the Private Securities Litigation Reform Act
    of 1995. Such forward-looking statements are based on current expectations,
    estimates and projections about the Company's business, based on
    management's current beliefs and assumptions made by management. Words such
    as "expects", "anticipates", "intends", believes", "plans", "seeks",
    "estimates", and similar expressions or variations of these words are
    intended to identify such forward-looking statements. Additionally,
    statements that refer to the Company's estimated or anticipated future
    results, sales or marketing strategies, new product development or
    performance or other non-historical future results, sale or marketing
    strategies, new product development or performance or other non-historical
    facts are forward-looking and reflect the Company's current perspective
    based on existing information. These statements are not guarantees of future
    performance and are subject to certain risks, uncertainties and assumptions
    that are difficult to predict. Therefore, actual results and outcomes may
    differ materially from what is expressed or forecasted in any such
    forward-looking statements. Such risks, and uncertainties include those set
    forth below in Item 1 as well as previous public filings with the Securities
    and Exchange Commission. The discussion of the Company's financial condition
    and results of operations included in Item 2 of PART I should also be read
    in conjunction with the financial statements and related notes included in
    Item 1 of PART I of this quarterly report. These quarterly financial
    statements do not include all disclosures provided in the annual financial
    statements and should be read in conjunction with the annual financial
    statements and notes thereto included in the Company's Form 10K filed on
    April 1, 2002. The Company undertakes no obligation to update publicly any
    forward-looking statements, whether as a result of new information, future
    events or otherwise.

                   [Balance of page left intentionally blank]

                                       2



                         PART I - Financial Information

Item I.  Financial Statements

                                  MIRENCO, Inc.
                          (a development stage company)
                                 BALANCE SHEETS
                                   (unaudited)



                                                                        March 31,             March 31,
                                                                         2002                   2001
                                                                     --------------        ---------------
                                                                                     
       ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                         $ 2,804,187            $ 5,018,856
    Accounts receivable                                                    14,360                 15,799
    Inventories                                                           213,418                 83,373
    Other                                                                  63,954                167,758
                                                                      -----------            -----------
             Total current assets                                       3,095,919              5,285,786

PROPERTY AND EQUIPMENT, net                                             1,329,999                883,953

PATENTS AND TRADEMARKS, net of accumulated amortization
    of $2,940 and $2,353 in 2002 and 2001, respectively                     6,860                  7,447

OTHER ASSETS                                                               11,269                 11,538
                                                                      -----------            -----------
                                                                      $ 4,444,047            $ 6,188,724
                                                                      ===========            ===========

       LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
    Accounts payable                                                  $    16,847            $    72,835
    Accrued liabilities                                                    17,008                 39,555
                                                                      -----------            -----------
             Total current liabilities                                     33,855                112,390


COMMITMENTS AND CONTINGENCIES                                                   -                      -

STOCK SUBJECT TO RESCISSION OFFER
    Common stock, no par value; 1,508,908 shares issued and
       outstanding                                                      7,544,540              7,544,540

STOCKHOLDERS' DEFICIT
    Common stock, no par value; 30,000,000 shares authorized,
       11,765,779 and 11,697,779 shares issued and outstanding
       at March 31, 2002 and 2001, resepectively                          751,010                731,290
     Additional paid-in capital                                         1,714,954              1,714,954
     Deficit accumulated during development stage                      (5,600,312)            (3,914,450)
                                                                      -----------            -----------
                                                                       (3,134,348)            (1,468,206)
                                                                      -----------            -----------
                                                                        4,444,047              6,188,724
                                                                      ===========            ===========


                                       3



                                  MIRENCO, Inc.
                          (a development stage company)

                            STATEMENTS OF OPERATIONS
                                   (unaudited)



                                                                                    Period from
                                                                                    February 21,
                                                 Three months     Three months         1997
                                                     ended           ended         (inception) to
                                                  March 31,        March 31,         March 31,
                                                     2002            2001              2002
                                                 ------------     ------------     --------------
                                                                          
Sales                                            $     23,054     $     20,629     $      458,422

Cost of sales                                          15,602           15,265            462,983
                                                 ------------     ------------     --------------

          Gross profit (loss)                           7,452            5,364             (4,561)

Salaries and wages                                    172,732          157,173          1,638,629
Stock-based compensation                                    -                -          1,933,054
Royalty expenses                                          692              619             24,859
Marketing and advertising                              15,949           21,229            475,560
Other general and administrative expenses             165,621          163,617          2,006,498
                                                 ------------     ------------     --------------

                                                      354,994          342,638          6,078,600
                                                 ------------     ------------     --------------

          Loss from operations                       (347,542)        (337,274)        (6,083,161)

Other income (expense)
   Interest income                                     24,853           80,769            498,114
   Interest expense                                      (235)               -            (15,265)
                                                 ------------     ------------     --------------
                                                       24,618           80,769            482,849
                                                 ------------     ------------     --------------

          NET LOSS
                                                 $   (322,924)    $   (256,505)    $   (5,600,312)
                                                 ============     ============     ==============

Net loss per share available for common
 shareholders - basic and diluted                $      (0.02)    $      (0.02)
                                                 ============     ============

Weighted-average shares outstanding -
 basic and diluted                                 13,274,687       13,092,513
                                                 ============     ============


                                       4



                                  MIRENCO, Inc.
                          (a development stage company)

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)



                                                                                                Period from
                                                                                                February 21,
                                                            Three months     Three months           1997
                                                               ended            ended          (inception) to
                                                              March 31,        March 31,          March 31,
                                                                2002             2001               2002
                                                            ------------     -------------     --------------
                                                                                      
Cash flows from operating activities
  Net loss                                                  $   (322,924)    $    (256,505)    $   (5,600,312)
  Adjustments to reconcile net loss to net cash
   and cash equivalents used in operating activities:
    Stock-based compensation                                           -                 -          1,933,054
    Depreciation and amortization                                 21,077             8,243            103,310
    (Increase) decrease in assets:
       Accounts receivable                                        (2,505)           24,568            (14,360)
       Inventories                                               (48,888)            9,128           (213,418)
       Other                                                     (17,598)              824               (373)
    Increase (decrease) in liabilities:
       Accounts payable                                          (30,616)           53,476             16,847
       Accrued liabilities                                         3,842           (10,996)            17,008
                                                            ------------     -------------     --------------
    Net cash used in operating activities                       (397,612)         (171,262)         3,758,244)

Cash flows from investing activities
  Purchase of property and equipment                                   -          (240,245)        (1,430,369)
  Purchase of patents and trademarks                                   -                 -             (9,800)
                                                            ------------     -------------     --------------
    Net cash used in investing activities                              -          (240,245)        (1,440,169)

Cash flows from financing activities
    Proceeds from sale of stock, net
       of offering costs                                               -                 -          8,504,500
    Refund of common stock in rescission offer                         -          (261,700)          (261,700)
    Distribution to stockholders                                       -                 -           (240,200)
                                                            ------------     -------------     --------------
       Net cash provided (used) by financing activities                -          (261,700)         8,002,600
                                                            ------------     -------------     --------------

Change in cash and cash equivalents                             (397,612)         (673,207)         2,804,187

Cash and cash equivalents, beginning of period                 3,201,799         5,692,063                  -
                                                            ------------     -------------     --------------

Cash and cash equivalents, end of period                    $  2,804,187     $   5,018,856     $    2,804,187
                                                            ============     =============     ==============

Supplementary disclosure of cash flow information:
  Cash paid during the year for:
       Interest                                             $          -     $      14,990     $       14,990


                                       5



                                  MIRENCO, Inc.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    A summary of the Company's significant accounting policies consistently
    applied in the preparation of the accompanying financial statements follows.

    1.   Nature of Business

    MIRENCO, Inc. (the Company) was incorporated as an Iowa corporation in 1997.
    The Company is a global marketing company that performs testing services and
    distributes a variety of automotive and aftermarket products for which they
    have exclusive licensing rights. The products primarily reduce emissions and
    increase vehicle performance.

    2.   Cash and Cash Equivalents

    The Company considers all highly liquid investments purchased with an
    original maturity of three months or less to be cash equivalents. Interest
    income is generated from cash invested in these short-term financial
    instruments.

    3.   Revenue Recognition

    Revenue is recognized from sales when a product is shipped and from services
    when they are performed.

    4.   Inventories

    Inventories, consisting of purchased finished goods ready for sale, are
    stated at the lower of cost (as determined by the first-in, first-out
    method) or market.

    5.   Income Taxes

    The Company accounts for income taxes under the asset and liability method
    where deferred tax assets and liabilities are recognized for the future tax
    consequences attributable to differences between the financial statement
    carrying amounts of existing assets and liabilities and their respective tax
    bases. Deferred tax assets and liabilities are measured using enacted tax
    rates applied to taxable income in the years in which those temporary
    differences are expected to be recovered or settled. The effect on deferred
    tax assets and liabilities of a change in tax rates is recognized in income
    in the period that includes the enactment date. Deferred tax assets are
    recognized to the extent management believes that it is more likely than not
    that they will be realized.

    6.   Patents and Trademarks

    Patents and trademarks will be amortized on the straight-line method over
    their remaining legal lives of approximately 8 years. The company recorded
    amortization expense of $245 and $489 for the three months ended March 31,
    2002 and 2001, respectively.

                                       6



                                  MIRENCO, Inc.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             March 31, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    7.   Property and Equipment

    Property and equipment are stated at cost. The Company provides for
    depreciation on the straight-line method over the estimated useful lives of
    three years for computer equipment, five years for manufacturing and test
    equipment and other equipment, and 39 years for building.

    8.   Impairment of Long-Lived Assets

    Impairment losses are recognized for long-lived assets when indicators of
    impairment are present and the undiscounted cash flows are not sufficient to
    recover their carrying amounts. The impairment loss is measured by comparing
    the fair value of the asset to its carrying amount.

    9.   Stock-Based Compensation

    The Company has adopted the disclosure provisions of Statement of Financial
    Accounting Standards No. 123 ("SFAS No. 123"), "Accounting for Stock-Based
    Compensation," and elected to continue the accounting set forth in
    Accounting Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for
    Stock Issued to Employees." This opinion requires that for options granted
    at less than fair market value, a compensation charge must be recognized for
    the difference between the exercise price and fair market value.

    10.  Net Loss Per Share

    Basic net loss per share is calculated on the basis of the weighted-average
    number of common shares outstanding during the periods, which includes the
    effects of all stock splits. Net loss per share, assuming dilution, is
    calculated on the basis of the weighted-average number of common shares
    outstanding and the dilutive effect of all potential common stock
    equivalents. Net loss per share assumes dilution for the three months ended
    March 31, 2002 and 2001 is equal to basic net loss per share, since the
    effect of common stock equivalents outstanding during the periods is
    antidilutive.

    11.  Fair Value of Financial Instruments

    The Company's financial instruments consist of cash, accounts receivable,
    accounts payable, and accrued expenses. The carrying amounts of financial
    instruments approximate fair value due to their short maturities.

    12.  Royalty Expense

    Royalty expense is recorded and paid based upon the sale of products,
    services, and rights related to patents according to a contractual
    agreement.

    13.  Advertising

    Advertising costs are charged to expense as incurred and were $15,949 and
    $21,229 for the three months ended March 31, 2002 and 2001, respectively.

                                       7



                                  MIRENCO, Inc.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             March 31, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    14.  Offering Costs

    Specific incremental costs directly attributable to the Company's equity
    offerings, including advertisements in newspaper, radio and direct mail,
    letters, printing costs and certain identifiable legal fees, are charged
    against the gross proceeds of the offerings.

    15.  Software Development Costs

    The Company capitalizes software development costs when project
    technological feasibility is established and concludes when the product is
    ready for release. To date, no amounts have been capitalized. Research and
    development costs related to software development are expensed as incurred.

    16.  Research and Development

    The Company expenses research and development costs as incurred. Such costs
    include certain prototype products, test parts, consulting fees, and costs
    incurred with third parties to determine feasibility of products. Costs
    incurred for research and development were $39,923 and $22,855 for the three
    months ended March 31, 2002 and 2001, respectively.

    17.  Accounts Receivable

    The Company considers accounts receivable to be fully collectible;
    accordingly no allowance for doubtful accounts is required. If amounts
    become uncollectible, they will be charged to operations when that
    determination is made.

    18.  Use of Estimates

    In preparing financial statements in conformity with accounting standards
    generally accepted in the United States of America, management is required
    to make estimates and assumptions that affect the reported amounts of assets
    and liabilities, the disclosure of contingent assets and liabilities at the
    date of the financial statements, and revenues and expenses during the
    reporting period. Actual results could differ from those estimates.

    19.  Basis of Presentation

    The accompanying financial statements of Mirenco, Inc., included herein are
    unaudited, but include all adjustments consisting of normal recurring
    accruals which the Company deems necessary for a fair presentation of its
    financial position, results of operations and cash flows for the interim
    period. Such results are not necessarily indicative of results to be
    expected for the full year. These financial statements do not include all
    disclosures provided in the annual financial statements and should be read
    in conjunction with the annual financial statements and notes thereto
    included in the Company's Form 10K filed on April 1, 2002.

                   [Balance of page left intentionally blank]

                                       8



                                  MIRENCO, Inc.
                          (a development stage company)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             March 31, 2002 and 2001

NOTE B - STOCK SUBJECT TO RESCISSION OFFER

    On August 12, 2000, the Company determined that resales of Iowa-Only shares
    by Iowa residents to non-Iowa residents violated certain provisions of the
    Securities Act of 1933. In response, the Company undertook an offering to
    rescind the earlier Iowa-Only Offering. As a result, the Iowa-Only Offering
    Shares, 1,561,248 shares, in the amount of $7,806,240, were classified as
    temporary equity.

    Once approved for distribution, the Rescission Offer was outstanding from
    January 26, 2001 to February 26, 2001. During this period Iowa-Only Offering
    Stockholders had the option to reject the Rescission Offer formally in
    writing, to take no action within the thirty days, thereby retaining their
    outstanding Iowa-Only Offering Shares, or to accept the Rescission Offer
    formally in writing. Seventy-one formal rescission acceptances representing
    52,340 shares were received from Iowa-Only Offering Stockholders, resulting
    in a total of $276,690 being paid in cash to these stockholders for the
    return of their original investment plus $14,990 in interest at 8% annually.

    As a result of the Rescission Offer, the Company classified the Iowa-Only
    Offering Shares and proceeds as temporary equity. These shares will remain
    in temporary equity until such time as the violations under the securities
    laws have been cured. The Company believes that Iowa-Only Offering
    Stockholders are estopped from arguing injury now that the Iowa-Only
    Offering is closed. However, the Company will continue to be contingently
    liable to such stockholders during the statute of limitations, a period of
    three years from the date of the original sale of Iowa-Only Offering Shares.
    The Company is unable to quantify the amount of such contingent liability
    because the claim must be brought through individual lawsuit, the Company
    intends to vigorously defend any such lawsuit believing it has valid
    defenses, and, finally, management considers the probability that it will
    incur any obligation under such contingent liability to be remote. The
    Company will continue to assess the effect of this contingent liability on
    its financial statements during the three-year period.

    During the three-year period that the Company continues to be contingently
    liable, to the extent that any of the Iowa-Only Offering Stockholders obtain
    a judgment for damages against the Company, if material, the judgment could
    impact the Company's liquidity and its ability to implement its business
    plan and continue as a going concern.

NOTE C - STOCK WARRANTS

    On May 15, 1999, the Company's stockholders authorized the Company to sell
    up to 150,000 shares of the Company's common stock at $5 per share. These
    shares will also require the Company to issue four stock warrants for each
    share of common stock purchased. The exercise price for these warrants
    totals $5 per share and may be exercised at any time prior to June 15, 2002.
    Total shares issued were 66,979, which resulted in proceeds of $334,895. At
    March 31, 2002 and 2001, the Company had 267,916 outstanding warrants. On
    April 24, 2002 the Company's Board of Directors voted to extend the
    expiration date for these warrants to 5:00 PM Central Daylight Savings Time
    ("CDST") on June 24, 2004.

                   [Balance of page left intentionally blank]

                                       9



Item 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General and Background

         We have incurred annual losses since inception while developing and
introducing our original products and focusing management and other resources on
capitalizing the Company to support future growth. DriverMax(R) accounts for
approximately 73% of our product sales during our development stage, being the
most readily marketable of our fully developed products. HydroFire(R) accounts
for the remainder. No sales have been conditioned on other performance or
approval. Relatively high management, personnel, consulting and marketing
expenditures have been incurred since inception in preparation for the
commercialization of our products.

         From July 30, 1999 through July 30, 2000, we raised $7,806,240 from our
Iowa-Only Offering. On August 12, 2000, we determined that resales of Iowa-Only
shares by Iowa residents to non-Iowa residents violated certain provisions of
the Securities Act of 1933. In response, we undertook an offering to rescind the
earlier Iowa-Only Offering in an offering effective January 26, 2001. The
Rescission Offer terminated on February 26, 2001 with the result that we
refunded 52,340 shares or $261,700, incurring interest expense of $14,990. As a
result, at March 31, 2002, the 1,508,908 Iowa-Only Offering Shares, in the
amount of $7,544,540, are classified as temporary equity. These shares will
remain in temporary equity until such time as the violations under the
securities laws have been cured. Now that the Rescission Offer is closed,
management believes that Iowa-Only Offering Stockholders are estopped from
alleging injury. However, we will continue to be contingently liable to such
stockholders during the statute of limitations, a period of three years from the
date of the original sale of Iowa-Only Offering Shares. We are unable to
quantify the amount of any such contingent liability because the claim must be
brought through individual lawsuit, which we would vigorously defend with valid
defenses, and we consider the probability of any obligation under such
contingent liability to be remote. We will continue to assess the effect of this
contingent liability on our financial statements during the statute of
limitations.

Liquidity and capital resources

          Cash and Equivalents are currently the Company's only source of
liquidity. There were no material commitments for capital expenditures as of
March 31, 2002. In addition there are no planned material capital expenditures
as of March 31, 2002 which may require the use of financing. At March 31, 2001
the Company had outstanding commitments totaling approximately $436,000 to
finish the new corporate headquarters facility, which was completed in August
2001. The changes in Cash and Equivalents for the three months ended March 31,
2002 and 2001 can be reviewed in the Statements of Cash Flows in PART I Item 1
above. As planned sales of our products and services occur during 2002,
management hopes to achieve greater economies of scale with regard to
distribution, selling, general and administrative expenses. However, it is
reasonably likely that cash and equivalents will continue to decrease during
2002 with a corresponding decrease in interest income until formal sales
agreements can be secured with potential customers, which is expected to occur
beginning in the second quarter of 2002.

          Since acceptance or the affirmative rejection or failure to respond to
the Rescission Offer does not act as a release of claims, eligible Iowa-Only
Offering Stockholders who have accepted, rejected, or failed to respond to the
Rescission Offer retain any rights of claim they may have under federal
securities laws. Any subsequent claims by an Iowa-Only Offering Stockholder are
subject to any defenses we may have, including the running of the statute of
limitations and/or estoppel. In general, to sustain a claim based on violations
of the registration provisions of federal securities laws, the claim must be
brought within one year after discovery of the violation upon which the claim is
based, in this case, based on the date of the sale (or three years from the date
of the original sale of Iowa-Only Offering Shares). Under the principle of
estoppel, the person bringing a claim must carry the burden of proof of why he
or she took no action under the Rescission Offer and/or how he or she may have
been injured.

         According to the terms of our purchase agreement with American
Technologies to acquire the patents and trademarks, we will pay a 3% royalty of
annual gross sales for a period of 20 years, which began November 1, 1999.

                                       10



Results of Operations

         There were no material changes in gross sales and cost of sales for the
three months ended March 31, 2002 compared to the three months ended March 31,
2001. In the future management hopes to realize increased licensing revenue with
the implementation of a recently signed (February 19, 2002) sales representation
agreement between the Company and SPAP COMPANY LLC, a limited liability company
based in California. SPAP is a company engaged in international trade on a
worldwide basis with over fourteen years of experience in the international
marketplace and has developed a significant presence and expertise in the Asian
Pacific, European and other world markets. The Company is desirous of selling or
licensing its product(s) into the Japanese market and world market and has
contracted with SPAP to contact Original Equipment Manufacturers (OEM) and
Aftermarket customers in the Asian Pacific market and determine the methods by
which that market can be commercially penetrated through SPAP as a sales
representative. Management continues to pursue other means of distributing our
products and services domestically as well.

         A total of fourteen individuals were employed with the Company at March
31, 2002 compared to only eleven at March 31, 2001 causing the net $15,559
increase in salaries and wages expense for the three months ended March 31, 2002
over the same period a year ago. Due to several personnel additions during later
quarters of 2001, and several terminations of higher paid personnel early in the
first quarter of 2002, total salaries and wages expense for the fiscal year
ending December 31, 2002 is actually expected to be lower than that of the
fiscal year ending December 31, 2001, assuming no further changes during 2002.

         Royalty expense for the three months ended March 31, 2002 and 2001 was
3% of sales calculated per the patent purchase agreement with American
Technologies.

         Marketing and advertising expenses during the three months ended March
31, 2002 were all product related, while during the three months ended March 31,
2001 we incurred expenses totaling $15,385 which were classified as advertising
and were associated with printing and mailing information to shareholders
explaining the rescission offer described above. Actually the marketing campaign
of our products was intensified during the three months ended March 31, 2002
with advertisements placed in three major transportation, fleet maintentance,
and OEM publications.

         A comparative breakdown of "Other general and administrative expenses"
per the Statements of Operations included in PART I Item 1above is as follows:



                                                          Three months     Three months
                                                              ended           ended
                                                            March 31,        March 31,
                                                              2002             2001         Note
                                                          -------------    ------------
                                                                                   
               Depreciation and amortization                 $   21,077      $    8,243       1
               Insurance                                         10,276           2,822       2
               Legal and accounting                              38,062          74,163       3
               Office expenses                                   11,473          23,364       4
               Research and development                          39,923          22,855       5
               Travel                                            27,386          18,920       6
               Utilities                                         17,424          13,250       1
                                                             ----------      ----------
               Total general and administrative expenses     $  165,621      $  163,617
                                                             ==========      ==========


                 1 The corporate headquarters facility, valued at $1,226,292 was
          placed into service during the second quarter of 2001, which explains
          the material increase in depreciation and amortization expense for the
          three months ended March 31, 2002 compared to the same three-month
          period a year ago. Since this facility is larger than the former
          headquarters location, utilities expenses are also slightly higher in
          the first quarter of 2002 compared to 2001.

                 2 The increase in insurance expense is primarily due to a rise
          in premium rates for directors' and officers' liability coverage.
          Rates for this type of coverage have increased nationwide over the
          past year.

                 3 The legal and accounting expenses incurred during the first
          quarter of 2001 were related to the rescission offer described above.
          The expenses recorded for the first quarter of 2002 in this category
          relate to ordinary audit and legal expenses associated with public
          filings and normal business operations.

                 4 During the three months ended March 31, 2001 regular periodic
          mailings were being prepared and sent to all shareholders for the
          purpose of keeping them informed of corporate progress. Once the
          Company was listed on the Over The Counter Bulletin Board (OTCBB),
          these mailings ceased. All press releases are now done electronically,
          thereby reducing the cost of office supplies and postage.

                                       11



                 5 An outside consultant was hired during June of 2001 for the
          purpose of developing our EconoCruise(R) product line. This research
          and development project continued during the three months ended March
          31, 2002 resulting in project payments during the first quarter of
          $20,738. The remaining research and development expenses for the three
          months ended March 31, 2002 and 2001 relate to in-house testing of the
          DriverMax(R) product line.

                 6 The increase in first quarter travel expenses during 2002
          over the first quarter of 2001 was due to four major sales trips taken
          in the first three months of 2002 for the purpose of promoting our
          products. Only one trip of this nature was made during the first
          quarter of 2001. In addition, during the first quarter of 2002 the
          Company began to incur travel costs associated with its newest
          marketing effort aimed at cleaning up the diesel school bus fleet in
          the United States. Basically, we intend to have our first marketing
          model in the state of Iowa, where we hope to be testing approximately
          6,000 school buses twice each year to identify the acuteness of Iowa's
          school bus particulate (black smoke) problem. Once the initial
          baseline testing has been completed, we will be using our DriverMax(R)
          technology plus our knowledge of engine combustion to advise
          maintenance personnel in each school district in maintaining their
          diesel engines more effectively.

     Interest income continues to decline with decreasing Cash and Equivalent
balances and low certificate of deposit interest rates.

Recent Accounting Pronouncements

     There are no recently issued accounting standards for which the impact on
our financial statements at March 31, 2002 and 2001 is not known.

                   [Balance of page left intentionally blank]

                                       12



                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

        None

Item 2.   Changes in Securities

        None

Item 3.   Defaults upon Senior Securities

        None

Item 4.   Submission of Matters to a Vote of Security Holders

        None

Item 5.   Other Information

        None

Item 6.   Exhibits and Reports on Form 8-K

       a. Exhibits

          None

       b. Reports on Form 8-K

               There were no reports filed on Form 8-K during the three months
ended March 31, 2002.

                                       13



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

               MIRENCO, INC.



Date: May 14, 2002             By: /s/ Dwayne Fosseen
                                   -------------------------
                                   Dwayne Fosseen
                                   Chairman and Chief Executive Officer

Date: May 14, 2002             By: /s/ Debbie L. Pickard
                                   -------------------------
                                   Debbie L. Pickard
                                   Chief Financial Officer

                                       14